Expion Energy, Inc. has restructured a $9 million private placement, replacing a two-step conversion process with a direct path to common stock for its investors. The amendment, filed on October 22, 2026, alters the terms of an agreement originally signed in August 2026, eliminating the need for stockholder approval of a specific preferred stock series before conversion could occur.
Under the original Purchase Agreement dated August 21, 2026, Expion issued 8% Convertible Debentures due August 21, 2029, in an aggregate principal amount of $9,000,000. These debentures were initially designed to convert automatically into 9,000 shares of Series A-1 8% Convertible Preferred Stock upon receiving stockholder approval and the filing of a certificate of designation with the Nevada Secretary of State. That preferred stock would then have been convertible into common stock on terms set by the certificate of designation. The original deal also included warrants to purchase up to 2,117,219 shares of common stock.
The Amended and Restated Purchase Agreement, signed on October 22, 2026, changes this structure. The Amended and Restated Convertible Debentures are now convertible directly into shares of common stock at an initial conversion price of $4.25. This price is identical to what the initial conversion price of the Series A-1 Preferred Stock would have been under the previous arrangement. By removing the intermediate preferred stock layer, the company bypasses the requirement for specific stockholder approval regarding the certificate of designation for that series.
The amendment also modifies the Additional Investment Right (AIR) component of the deal. Previously, purchasers could elect to buy up to $91,000,000 in additional preferred stock within 18 months of the effective date. Under the new terms, purchasers may instead elect to purchase additional Amended and Restated Convertible Debentures, up to an aggregate principal amount of $91,000,000. These additional debentures will be convertible into common stock and will carry substantially similar terms to the primary debentures, though each issuance will have its own original issuance date, maturity date, and conversion price. The new terms explicitly prohibit conversion at a price below a defined Floor Price.
Five Narrow Lane, LP served as the lead purchaser in the transaction. Joseph Hammer, Expion’s former Chief Executive Officer and Chairman of the Board, is a managing member of the general partner of Five Narrow Lane. Because of this role, Hammer may be deemed to share voting and dispositive power over the common stock issuable upon conversion of the debentures and exercise of the warrants. The transaction was approved by the disinterested members of Expion’s board of directors.
The debt obligations are direct and unsecured, maturing three years after their respective original issuance dates. Interest accrues at the Applicable Federal Rate as of the original issue date. This rate increases to 8% per annum beginning on the first anniversary of the original issue date. Interest is payable quarterly on January 1, April 1, July 1, and October 1, as well as on maturity dates. Payments can be made in cash or, at the company's option, in registered shares of common stock.